Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be for an initial term of twenty-four (24) months. (the “Term”). On each anniversary date hereof following the Term, this Agreement shall automatically renew for an additional Term of one (1) year, unless the Company has notified the Employee in writing in accordance with this Section 5. below. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 90 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee at the then prevailing fair market value within 91 days of termination. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. A “for cause” termination by FISION shall be defined as: (a) violation of the Company’s Code of Conduct, or any policy prohibiting harassment, discrimination, disclosure of confidential information, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the steps needed to correct the same and that failure to do so will result in a “for cause” termination of employment, in each case related to FISION or its business, (b) Employee’s conviction of a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, in which case no prior written notice shall be required, (c). Employee’s failure to satisfactorily perform Employee’s reasonably assigned and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) which failure is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner in which Employee is not performing Employee’s duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination of employment. If the Company terminates employee not “for cause” as defined above, Employee shall be entitled to and FISION agrees to pay Employee the following severance pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of the Company, the severance package to the Employee in the event of termination for any reason will be a minimum of twelve (12) months and up to fifteen (15) months, if earned by Employee as set forth above. Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be for an initial term of twentythirty-four (24) six months. (the “Term”). On each anniversary date hereof following the Term, this Agreement shall automatically renew for an additional Term of one (1) year, unless the Company has notified the Employee in writing in accordance with this Section 5. below. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 90 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee at the then prevailing fair market value within 91 days of terminationEmployee, as accepted by Employee. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee to FISION shall be paid back in full to Employee within ten days of termination. A “"for cause” " termination by FISION shall be defined as: as (a) violation of the Company’s Code of Conductmaterially adverse and deliberate dishonesty, fraud, injury or any policy prohibiting harassment, discrimination, disclosure of confidential information, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the steps needed to correct the same and that failure to do so will result in a “for cause” termination of employmentattempted injury by Employee, in each case related to FISION or its business, (b) Employee’s conviction any criminal activity of a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, serious nature in which case no prior written notice shall be requiredEmployee is formally charged or convicted, (c). Employee’s failure ) any materially adverse breach of this Agreement where Employee failed to satisfactorily perform Employee’s reasonably the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) which failure is where Employee has not corrected or remedied within such materially adverse deficiency in performing its duties for a period of thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner in which Employee is not performing Employee’s duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination of employmentsuch written notice. If the Company terminates employee not “for terminated "without cause” as defined above, Employee shall be entitled to and ," FISION agrees to pay Employee the following monthly severance pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of the Company, the severance package to the Employee compensation in the event of termination for any reason will be a minimum amount of twelve (12) months and up of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months, if earned by . Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as set forth abovePresident & CEO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be for an initial term of twentythirty-four (24) six months. (the “Term”). On each anniversary date hereof following the Term, this Agreement shall automatically renew for an additional Term of one (1) year, unless the Company has notified the Employee in writing in accordance with this Section 5. below. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 90 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee at the then prevailing fair market value within 91 days of terminationEmployee, as accepted by Employee. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee, including Security First International, Inc., to FISION shall be paid back in full to Employee and Security First International, Inc. within ten days of termination. A “"for cause” " termination by FISION shall be defined as: as (a) violation of the Company’s Code of Conductmaterially adverse and deliberate dishonesty, fraud, injury or any policy prohibiting harassment, discrimination, disclosure of confidential information, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the steps needed to correct the same and that failure to do so will result in a “for cause” termination of employmentattempted injury by Employee, in each case related to FISION or its business, (b) Employee’s conviction any criminal activity of a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, serious nature in which case no prior written notice shall be requiredEmployee is formally charged or convicted, (c). Employee’s failure ) any materially adverse breach of this Agreement where Employee failed to satisfactorily perform Employee’s reasonably the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) which failure is where Employee has not corrected or remedied within such materially adverse deficiency in performing its duties for a period of thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner in which Employee is not performing Employee’s duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination of employmentsuch written notice. If the Company terminates employee not “for terminated "without cause” as defined above, Employee shall be entitled to and ," FISION agrees to pay Employee the following monthly severance pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of the Company, the severance package to the Employee compensation in the event of termination for any reason will be a minimum amount of twelve (12) months and up of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months, if earned by . Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as set forth aboveEVP/CFO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be for an initial term of twenty-four (24) twelve months. (the “Term”). On each anniversary date hereof following the Term, this Agreement shall and will automatically renew for an additional Term of one (1) yearsuccessive twelve month increments, unless the Company has notified the Employee in writing in accordance with this Section 5. belowterminated by either party. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 90 60 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee at the then prevailing fair market value within 91 61 days of termination. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. A “for cause” termination by FISION shall be defined as: as (a) violation of the Company’s Code of Conductmaterially adverse and deliberate dishonesty, fraud, injury or any policy prohibiting harassment, discrimination, disclosure of confidential information, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the steps needed to correct the same and that failure to do so will result in a “for cause” termination of employmentattempted injury by Employee, in each case related to FISION or its business, (b) Employee’s conviction any criminal activity of a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, in which case no prior written notice shall be required, (c). Employee’s failure to satisfactorily perform Employee’s reasonably assigned and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) which failure is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner serious nature in which Employee is formally charged or convicted, (c) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has not corrected such materially adverse deficiency in performing Employee’s its duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination period of employment. If the Company terminates employee not “for cause” as defined above, Employee shall be entitled to and FISION agrees to pay Employee the following severance pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of the Company, the severance package to the Employee in the event of termination for any reason will be a minimum of twelve (12) months and up to fifteen (15) months, if earned by Employee as set forth abovedays after such written notice. Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The 5.1 This Agreement and the Executive’s employment of Employee is effective with the Company will automatically terminate on the date set out in Paragraph 1 Scheduled End Date, and shall remain in effect until terminated as set forth belowthe Executive will not be entitled to receive any acclimation pay (dmey histaglut). The term of 5.2 Either party may terminate this Agreement and the employment agreement shall be for an initial term of twenty-four (24) months. (relationship before the “Term”). On each anniversary date hereof following Scheduled End Date by providing the Term, this Agreement shall automatically renew for an additional Term other party prior written notice of one (1) year, unless months (the “Notice Period”). The employer-employee relationship shall terminate upon completion of the Notice Period as required by law. Without derogating from the rights of the Company has notified under this Agreement or any applicable law, the Employee Company may terminate this Agreement forthwith with immediate effect, at any time, by paying to the Executive the legally required compensation in writing in accordance with this Section 5lieu of the Notice Period. below. 5.3 Upon termination by the Company without Justifiable Cause before the Scheduled End Date, the Executive shall be entitled, in addition to the Notice Period as described herein, to receive as acclimation pay (dmey histaglut) a payment equal to the Base Salary that would have been paid by the Company to the Executive, but for any reason, Employee shall concurrently resign as an officer the termination of the companyExecutive’s employment, during the period from the date on which the Executive’s employment terminates and the Scheduled End Date (the “Acclimation Pay”). Upon termination for For the removal of any reasondoubt, Employee would have up to 90 days from termination date to exercise any vested stock options. FISION would at its option also the Executive will not be able to repurchase any FISION stock owned by Employee at the then prevailing fair market value within 91 days of termination. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior entitled to the closing of such transaction. A “for cause” termination by FISION shall be defined as: (a) violation of the Company’s Code of ConductAcclimation Pay, or any policy prohibiting harassmentpart thereof, discriminationin case the Executive is dismissed for Justifiable Cause or resigns from his employment with the Company. 5.4 During the Notice Period, disclosure of confidential informationif any, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance whether notice has been delivered to Employee in writing, which writing must specify in reasonable detail given by the steps needed to correct the same and that failure to do so will result in a “for cause” termination of employment, in each case related to FISION Executive or its business, (b) Employee’s conviction of a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, in which case no prior written notice shall be required, (c). Employee’s failure to satisfactorily perform Employee’s reasonably assigned and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) which failure is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner in which Employee is not performing Employee’s duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination of employment. If the Company terminates employee not “for cause” as defined above, Employee shall be entitled to and FISION agrees to pay Employee the following severance pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of by the Company, the severance package Executive shall continue to render his services to the Employee in Company unless instructed otherwise by the event of termination for any reason will be a minimum of twelve (12) months Company, and up shall cooperate with the Company and use his best efforts to fifteen (15) months, if earned by Employee as set forth above. Those provisions of this Agreement which, by their terms, continue after termination assist with the transition of the engagement relationship (includingExecutive’s responsibilities. 5.5 The Executive hereby expressly agrees that, without limitationfollowing an invitation to a termination hearing or during the Notice Period, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.the Company may terminate the Executive’s access to Company systems
Appears in 1 contract
